Additional Agreements; Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto shall execute and deliver such documents as the other party shall reasonably request in order to consummate and make effective the Transaction; provided, however, that the execution and delivery of such documents by such party shall not result in any additional liability or cost to such party.
Additional Agreements; Further Assurances. Each of the parties hereto shall reasonably cooperate with one another and execute and deliver such documents as the other party or the Title Company shall reasonably request in order to consummate and make effective the Transaction, so long as the execution and delivery of such documents shall not result in any additional Liability or cost to the executing party. The provisions of this Section 11.11 shall survive Closing and not be merged therein.
Additional Agreements; Further Assurances. 41 14.13 Construction...................................................................................41 14.14
Additional Agreements; Further Assurances. Subject to the terms and conditions herein provided, each of the parties hereto agrees to use commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable on the part of such party, to consummate and make effective the transactions contemplated by this Agreement at the earliest practicable date, including using its commercially reasonable best efforts to obtain all required consents, approvals, waivers, exemptions, amendments and authorizations, give all notices, and make or effect all filings, registrations, applications, designations and declarations; and each party shall cooperate fully with the other (including by providing any necessary information) with respect to the foregoing. Caroderm and Parent each will make commercially reasonable efforts to conduct its business so that its representations and warranties shall be true and correct at the Effective Time with the same force and effect as if such representations and warranties were made anew at and as of the Effective Time. In the event any claim, action, suit, investigation or other proceeding by any Governmental Entity or other person is commenced which questions the validity or legality of the Merger or any of the other transactions contemplated hereby or seeks damages in connection therewith, the parties agree to cooperate and use commercially reasonable efforts to defend against such claim, action, suit, investigation or other proceeding and, if an injunction or other order is issued in any such action, suit, or other proceeding, to use all reasonable efforts to have such injunction or other order lifted, and to cooperate reasonably regarding any other impediment to the consummation of the transactions contemplated by this Agreement. Each party shall give prompt written notice to the other of (i) the occurrence or failure to occur of any event which occurrence or failure has caused or could reasonably be expected to cause any representation or warranty of Caroderm or Parent as the case may be, contained in this Agreement to be untrue or inaccurate at any time from the date hereof to the Effective Time or that will result in the failure to satisfy any of the conditions specified in Article V and (ii) any failure of Caroderm or Parent as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder.
Additional Agreements; Further Assurances. 19 11.13 Construction. . . . . . . . . . . . . . . . . . . . . . . 19 11.14 ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . 19 11.15
Additional Agreements; Further Assurances. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, each of the Parties shall take, or cause to be taken, such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request.
Additional Agreements; Further Assurances. (a) Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take or cause to be taken all action and to do or cause to be done all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) contesting any legal proceeding challenging the transactions contemplated hereby and (ii) executing any additional instruments necessary to consummate the transactions contemplated hereby.
(b) Following the date of this Agreement, and continuing during the period after the Closing, Armkel and PL Buyer will use reasonable best efforts to identify PL Excluded Assets and PL Excluded Liabilities held by PL Buyer and PL Purchased Assets and PL Assumed Liabilities held by Armkel. From time to time, whether at or after the Closing, (i) Armkel will execute and deliver, and will cause its Subsidiaries to execute and deliver, such further instruments of conveyance, transfer and assignment and take such other action as PL Buyer may reasonably request to more effectively convey and transfer to PL Buyer any of the PL Purchased Assets as contemplated in this Agreement and to have Armkel retain the PL Excluded Liabilities as contemplated in this Agreement, and (ii) PL Buyer will execute and deliver such further instruments and take such other action as Armkel may reasonably request to more effectively assume the PL Assumed Liabilities as contemplated in this Agreement. Pending receipt of any Delayed Consents or if such Delayed Consents are not obtained, the parties shall cooperate with each other in any reasonable and lawful arrangements, effectively transferring to PL Buyer from and after the Closing, the rights and benefits of, and entitlements to exercise Armkel's rights under, and effectively causing PL Buyer to assume all Assumed Liabilities with respect to, the PL Purchased Assets and operations of the Product Lines Business as if such assets and operations had been transferred by Armkel to PL Buyer at Closing and any Liabilities associated with the arrangements specifically established by PL Buyer and Armkel pursuant to this Section 7.2.
(c) PL Buyer shall pay all recording and filing fees and any other costs associated with transferring and recording of the transfer of any Business Intellectual Property related to the Product Lines Business.
Additional Agreements; Further Assurances. (a) The Borrower agrees to deliver to the Lender the following items on or before March 31, 2000: (i) such surveys as the Lender may reasonably request and title policies (reflecting negotiated changes to each title commitment therefor) for all real property of the Borrower and its Subsidiaries (other than for Excluded Locations), and (ii) opinion letters from local counsel relating to the perfection of the Secured Parties' liens against the personal and real property of the Borrower and its Subsidiaries located in Watauga County, North Carolina,
Additional Agreements; Further Assurances. (a) The Borrower agrees to deliver to the Lender the following items on or before March 31, 2000: (i) such surveys as the Lender may reasonably request and title policies (reflecting negotiated changes to each title commitment therefor) for all real property of the Borrower and its Subsidiaries (other than for Excluded Locations), and (ii) opinion letters from local counsel relating to the perfection of the Secured Parties' liens against the personal and real property of the Borrower and its Subsidiaries located in Watauga County, North Carolina, and Louisiana.
(b) The Borrower acknowledges that the amendments to the Credit Agreement contained in this Amendment were approved by the Lender on an expedited basis at the Borrower's request and on the Borrower's behalf, and, therefore, certain matters contemplated by this Amendment and the other Loan Documents and amendments thereto executed and delivered in connection with this Amendment may not be documented to the complete satisfaction of the Lender. The Borrower agrees to promptly take such further actions as the Lender shall request from time to time in connection with this Amendment in order to further document and evidence the agreements contemplated by this Amendment and to provide the Lender with such other customary rights, powers and remedies with respect to the agreements contemplated by this Amendment that might not be contained herein. The failure by the Borrower to timely comply with any such request by the Lender and any other obligation of the Borrower under this Amendment, time being of the essence, shall constitute an Event of Default under the Credit Agreement.
Additional Agreements; Further Assurances. 36 14.13 CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 36 14.14
